|
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
DELAWARE
(State of Incorporation)
|
27-3051592
(I.R.S. Employer Identification No.)
|
|
2620 Regatta Drive, Ste 102
Las Vegas, NV
(Address of principal executive offices)
|
89128
(Zip Code)
|
Large accelerated filer o
|
Non-accelerated filer o
|
|
Accelerated filer o
|
Smaller reporting company x
|
Title of Each Class
|
Outstanding as of November 3, 2011
|
|
Class A Common stock, par value $0.0001 per share
Class B Common stock, par value $0.001 per share
|
186,050,000
1,400,000
|
Item 1.
|
3
|
|
Item 2.
|
12
|
|
Item 3.
|
18 | |
Item 4T.
|
18 |
Item 1
|
19
|
|
Item 1A
|
19
|
|
Item 2.
|
19
|
|
Item 3.
|
19
|
|
Item 4.
|
19
|
|
Item 5.
|
20
|
|
Item 6.
|
20
|
Sep. 30, 2011
|
Dec. 31, 2010
|
|||||||
(Unaudited) | ||||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash or cash equivalents
|
$ | 623 | $ | 5,522 | ||||
Accounts receivable
|
18,268 | 11,644 | ||||||
Total current assets
|
18,891 | 17,166 | ||||||
Fixed Assets
|
70,742 | 0 | ||||||
Long term securities
|
1,725,000 | 25,000 | ||||||
Acquired intangible assets
|
15,000 | 15,000 | ||||||
Total assets
|
$ | 1,829,633 | $ | 57,166 | ||||
LIABILITIES AND SHAREHOLDER EQUITY
|
||||||||
Current liabilities
|
||||||||
Accounts Payable
|
$ | 9,374 | $ | 0 | ||||
Note Payable for real estate
|
15,000 | 0 | ||||||
Current portion of long term liability
|
9,653 | 0 | ||||||
Accrued Tax Liability
|
607 | 2,815 | ||||||
Total current liabilities
|
34,634 | 2,815 | ||||||
Long term liabilities:
|
||||||||
Note payable to related party
|
75,976 | 0 | ||||||
Mine Acquisition Note Payable
|
181,007 | 0 | ||||||
Total long liabilities
|
256,983 | 0 | ||||||
Total liabilities
|
$ | 291,617 | $ | 2,815 | ||||
Shareholder equity:
|
||||||||
Class A Common Stock, Par Value $.0001 101,485,000 and 46,000,000 Issued and Outstanding, respectively
|
$ | 10,149 | $ | 4,600 | ||||
Additional Paid In Capital
|
2,183,976 | 10,500 | ||||||
Total Class A Common Stock
|
2,194,125 | 15,100 | ||||||
Class B Common Stock, Par Value $.001 700,000 and 0 Issued and Outstanding, respectively
|
700 | 0 | ||||||
Additional Paid In Capital
|
13,300 | 0 | ||||||
Total Class B Common Stock
|
14,000 | 0 | ||||||
Dividend paid
|
(36,275 | ) | (6,275 | ) | ||||
Retained earning
|
45,526 | 45,526 | ||||||
Treasury Stock
|
0 | 0 | ||||||
Net income
|
(679,360 | ) | 0 | |||||
Total shareholders' equity
|
1,538,016 | 54,351 | ||||||
Total liabilities and shareholders' equity
|
$ | 1,829,633 | $ | 57,166 |
3 Months Ended
|
9 Months Ended
|
|||||||||||||||
Sep. 30, 2011
|
Sep. 30, 2010
|
Sep. 30, 2011
|
Sep. 30, 2010
|
|||||||||||||
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
|||||||||||||
Ordinary Income
|
||||||||||||||||
Marketing Division
|
$ | 25,838 | $ | 16,148 | $ | 101,295 | $ | 16,148 | ||||||||
Mining Division (Gold Sales)
|
0 | 0 | 4,990 | 0 | ||||||||||||
Consulting Division
|
5,300 | 0 | 5,800 | 0 | ||||||||||||
Real Estate Division
|
450 | 0 | 1,640 | 0 | ||||||||||||
Total Income
|
31,588 | 16,148 | 113,725 | 16,148 | ||||||||||||
Refunds/Discount
|
(165 | ) | (1,615 | ) | (1,093 | ) | (1,615 | ) | ||||||||
Net Income
|
31,423 | 14,533 | 112,631 | 14,533 | ||||||||||||
Cost of Goods Sold
|
12,255 | 2,354 | 42,334 | 2,354 | ||||||||||||
Gross Profit
|
19,168 | 12,179 | 70,298 | 12,179 | ||||||||||||
Operating Expenses
|
||||||||||||||||
Mining Operations
|
23,362 | 0 | 182,945 | 0 | ||||||||||||
G&A
|
31,169 | 250 | 79,555 | 250 | ||||||||||||
Compensation
|
237,500 | 0 | 487,000 | 0 | ||||||||||||
Total Operating Expenses
|
292,031 | 250 | 749,500 | 250 | ||||||||||||
Operating Income
|
(272,863 | ) | 11,929 | (679,202 | ) | 11,929 | ||||||||||
Other Income
|
||||||||||||||||
Interest income
|
0 | 0 | 100 | 0 | ||||||||||||
Total other income
|
0 | 0 | 100 | 0 | ||||||||||||
Other expenses
|
||||||||||||||||
Depreciation
|
229 | 0 | 258 | 0 | ||||||||||||
Total other expenses
|
229 | 0 | 258 | 0 | ||||||||||||
Net Other Income
|
(229 | ) | 0 | (158 | ) | 0 | ||||||||||
Provisions for Income Tax
|
0 | 0 | 0 | 0 | ||||||||||||
Net Income
|
(273,092 | ) | 11,929 | (679,360 | ) | 11,929 | ||||||||||
Earnings Per Share, Basic
|
$ | (0.003 | ) | $ | 0.001 | $ | (0.007 | ) | $ | 0.001 | ||||||
Earnings Per Share, Diluted
|
$ | (0.003 | ) | $ | $ | (0.007 | ) | $ |
9 Months Ended
|
||||||||
Sep. 30, 2011
|
Sep. 30, 2010
|
|||||||
(Unaudited)
|
(Unaudited)
|
|||||||
Cash flows from operating activities
|
||||||||
Net Income
|
$ | (679,360 | ) | $ | 11,929 | |||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Accounts Receivable
|
(6,624 | ) | (6,922 | ) | ||||
Accounts Payable
|
9,374 | 0 | ||||||
Prepaid rent
|
0 | 0 | ||||||
Accrued Income Taxes
|
(2,208 | ) | 0 | |||||
Note payable for real estate
|
15,000 | 0 | ||||||
Current portion of long term liability
|
9,653 | 0 | ||||||
Stock received for services
|
0 | 0 | ||||||
Net cash provided (used) by operating activities
|
(654,165 | ) | 5,007 | |||||
Cash flows from investing activities
|
||||||||
Intangible Assets
|
0 | (15,000 | ) | |||||
Boat (Peru)
|
(11,800 | ) | 0 | |||||
Mining Properties
|
(44,000 | ) | 0 | |||||
Real estate owned
|
(14,942 | ) | 0 | |||||
Minority interest of entity
|
(1,700,000 | ) | 0 | |||||
Net cash provided by investing activities
|
(1,770,742 | ) | (15,000 | ) | ||||
Cash flows from financing activities
|
||||||||
Notes payable
|
181,007 | 0 | ||||||
Notes payable (related party)
|
75,976 | 0 | ||||||
Common Stock Issued , cash and services
|
2,193,025 | 15,100 | ||||||
Treasury Stock
|
0 | 0 | ||||||
Dividends Paid
|
(30,000 | ) | 0 | |||||
Net cash provided by financing activities
|
2,420,008 | 15,100 | ||||||
Cash balance, beginning of periods
|
5,522 | 0 | ||||||
Cash balance, end of periods
|
$ | 623 | $ | 5,107 | ||||
Supplementary information:
|
||||||||
Cash paid for:
|
||||||||
Interest
|
-- | -- | ||||||
Accrued income taxes
|
-- | -- |
Office Equipment
|
Five Years, 150% Double Declining
|
Furniture and Fixtures
|
Ten Years, 150% Double Declining
|
Equipment
|
Five Years, 200% Double Declining
|
Delivery Vehicle
|
Five Years, 200% Double Declining
|
Leasehold Improvements
|
Five Years, Straight-line
|
Indefinite-lived intangibles
|
$
|
15,000
|
$
|
15,000
|
||||
Definite-lived intangibles
|
-
|
-
|
||||||
Accumulated amortization
|
-
|
-
|
||||||
Definite-lived intangibles, net
|
-
|
-
|
||||||
Total other intangible assets
|
$
|
15,000
|
$
|
15,000
|
||||
Definite-lived intangibles approximate remaining weighted average useful life in years
|
-
|
-
|
Name
|
Area (hectares)
|
Dept
|
Province
|
District
|
Gorilla
Graystone II
|
400
800
|
Loreto
Loreto
|
Datem del Maranon
Datem del Maranon
|
Manseriche
Manseriche
|
·
|
Completed an initial social base line study to document all surface rights owners and people resident in the project area;
|
·
|
Implemented a community relations program to inform local communities of the project and what potential opportunities that may exist for community involvement in the implementation phases of the development program;
|
·
|
Acquired equipment for further evaluation and development of resources;
|
·
|
Set-up an operational base in the project area to continuously review the exploration program and prior experiences gained operating in this difficult terrain;
|
·
|
Began bulk sampling of the site to assist in mapping the property
|
·
|
Commissioned a preliminary master plan which indicated the size and scope of our projected operations and areas where more information is required.
|
·
|
Drill an area on the property where known mineralization;
|
·
|
Extend the resource though a wider-spaced program of reconnaissance drilling so as to indicate the potential size of the deposit;
|
·
|
Perform additional geotechnical and metallurgical studies to complement existing information in order to prepare the optimum processing route to be adopted in the exploitation phase; and
|
·
|
Prepare scoping, prefeasibility, and full feasibility studies.
|
·
|
income-producing residential properties;
|
·
|
properties undervalued and/or in need of some repairs; and
|
·
|
new development properties.
|
·
|
historic and projected population growth;
|
|
·
|
historically high levels of tenant demand and lower historic investment volatility for the type of property being acquired;
|
|
·
|
markets with historic and growing numbers of a qualified and affordable workforce;
|
|
·
|
high historic and projected employment growth;
|
|
·
|
markets where demographics support need for senior living and healthcare related facilities;
|
|
·
|
markets with high levels of insured populations;
|
|
·
|
stable household income and general economic stability; and
|
|
·
|
sound real estate fundamentals, such as high occupancy rates and strong rent rate potential.
|
Name
|
Type
|
Cost
|
Rent
|
Huestis
|
Single Family
|
$15,000
|
$450/month
|
Corporate Entity
|
Address
|
The Graystone Company, Inc.
|
2620 Regatta Drive, Suite 102, Las Vegas, Nevada
|
Graystone Mining, Inc.
|
2620 Regatta Drive, Suite 102, Las Vegas, Nevada
|
Grupo Minero Inca, S.A.C..
|
Camino Real 348 Torre El Pilar, San Isidro, Lima, Peru
|
Corporate D/B/A
|
Address
|
Graystone Ventures
|
2620 Regatta Drive, Suite 102, Las Vegas, Nevada
|
Paypercallexcahnge.com
|
2620 Regatta Drive, Suite 102, Las Vegas, Nevada
|
Revenue
|
$
|
31,588
|
||
Refund/Discount
|
$
|
(165
|
)
|
|
Gross Revenue
|
$
|
31,423
|
Revenue
|
$
|
113,725
|
||
Refund/Discount
|
$
|
(1,094
|
)
|
|
Gross Revenue
|
$
|
112,631
|
Media Purchased for Clients
|
$
|
12,255
|
||
Merchant Fees
|
0
|
|||
Total COGS
|
$
|
12,255
|
Media Purchased for Clients
|
$
|
37,555
|
||
Property Management Fee
|
1,500
|
|||
Mining Operations
|
3,000
|
|||
Merchant Fees
|
279
|
|||
Total COGS
|
$
|
42,334
|
Gross Income:
|
$
|
31,588
|
||
Discounts:
|
$
|
165
|
||
COGS:
|
$
|
12,255
|
||
Expenses:
|
$
|
292,031
|
||
Other Income
|
$
|
(229)
|
||
Accrued Taxes:
|
$
|
0
|
||
Net Profits:
|
$
|
(273,092
|
)
|
Gross Income:
|
$
|
113,725
|
||
Discounts:
|
$
|
1,093
|
||
COGS:
|
$
|
42,334
|
||
Expenses:
|
$
|
749,500
|
||
Other Income
|
$
|
(158)
|
||
Accrued Taxes:
|
$
|
0
|
||
Net Profits:
|
$
|
(679,360
|
)
|
Natural Resource Div.:
|
$450,000 for the acquisition extraction machinery for the company's properties.
|
Travel:
|
$25,000 for travel to and from Gold claims in Peru.
|
Working Capital:
|
$25,000 for general administrative purposes and the Company’s on-going reporting.
|
31.1
|
|
31.2
|
|
32.1
|
|
32.2
|
|
101.INS
|
XBRL Instance Document
|
101.SCH
|
XBRL Taxonomy Extension Schema
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase
|
THE GRAYSTONE COMPANY, INC.
|
||
Date: November 7, 2011
|
By: /s/ Paul Howarth
|
|
Paul Howarth
|
||
Chief Executive Officer
|
Date: November 7, 2011
|
By: /s/ Joseph Mezey
|
|
Joseph Mezey
Chief Financial and Accounting Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of The Graystone Company, Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the period presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or person performing the equivalent functions):
|
/s/ Paul Howarth
|
||||
Paul Howarth.
|
||||
Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of The Graystone Company, Inc.;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the period presented in this report;
|
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or person performing the equivalent functions):
|
/s/ Joseph Mezey
|
||||
Joseph Mezey
|
||||
Chief Financial Officer
|
/s/ Paul Howarth
|
||||
Paul Howarth
|
||||
Chief Executive Officer
|
/s/ Joseph Mezey
|
||||
Joseph Mezey
|
||||
Chief Financial Officer
|
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CONDENSED AND CONSOLIDATED BALANCE SHEET (Parentheticals) (USD $) | Sep. 30, 2011 | Dec. 31, 2010 |
---|---|---|
Common Class A [Member] | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common Stock, shares issued | 101,485,000 | 46,000,000 |
Common Stock, shares outstanding | 101,485,000 | 46,000,000 |
Common Class B [Member] | ||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common Stock, shares issued | 700,000 | 0 |
Common Stock, shares outstanding | 700,000 | 0 |
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (USD $) | 3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Sep. 30, 2011 | Sep. 30, 2010 | Sep. 30, 2011 | Sep. 30, 2010 | |
Ordinary Income | ||||
Marketing Division | $ 25,838 | $ 16,148 | $ 101,295 | $ 16,148 |
Mining Division (Gold Sales) | 0 | 0 | 4,990 | 0 |
Consulting Division | 5,300 | 0 | 5,800 | 0 |
Real Estate Division | 450 | 0 | 1,640 | 0 |
Total Income | 31,588 | 16,148 | 113,725 | 16,148 |
Refunds/Discount | (165) | (1,615) | (1,093) | (1,615) |
Net Income | 31,423 | 14,533 | 112,631 | 14,533 |
Cost of Goods Sold | 12,255 | 2,354 | 42,334 | 2,354 |
Gross Profit | 19,168 | 12,179 | 70,298 | 12,179 |
Operating Expenses | ||||
Mining Operations | 23,362 | 0 | 182,945 | 0 |
G&A | 31,169 | 250 | 79,555 | 250 |
Compensation | 237,500 | 0 | 487,000 | 0 |
Total Operating Expenses | 292,031 | 250 | 749,500 | 250 |
Operating Income | (272,863) | 11,929 | (679,202) | 11,929 |
Other Income | ||||
Interest income | 0 | 0 | 100 | 0 |
Total other income | 0 | 0 | 100 | 0 |
Other expenses | ||||
Depreciation | 229 | 0 | 258 | 0 |
Total other expenses | 229 | 0 | 258 | 0 |
Net Other Income | (229) | 0 | (158) | 0 |
Provisions for Income Tax | 0 | 0 | 0 | 0 |
Net Income | $ (273,092) | $ 11,929 | $ (679,360) | $ 11,929 |
Earnings Per Share, Basic (in Dollars per share) | $ (0.003) | $ 0.001 | $ (0.007) | $ 0.001 |
Earnings Per Share, Diluted (in Dollars per share) | $ (0.003) | $ (0.007) |
Document And Entity Information | 9 Months Ended | ||
---|---|---|---|
Sep. 30, 2011 | Nov. 03, 2011
Common Class B [Member] | Nov. 03, 2011
Common Class A [Member] | |
Entity Registrant Name | Graystone Co | ||
Document Type | 10-Q | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 1,400,000 | 186,050,000 | |
Amendment Flag | false | ||
Entity Central Index Key | 0001510524 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Sep. 30, 2011 | ||
Document Fiscal Year Focus | 2011 | ||
Document Fiscal Period Focus | Q3 |
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Note 7 - Mining Properties | 9 Months Ended | ||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2011 | |||||||||||||||||||||||||||||||
Mineral Industries Disclosures [Text Block] |
Note
7 – Mining Properties
Our
property interests located in Peru are in the exploration
stage and we refer to these properties as the "Gorilla
Property." Our property interests located in Peru are in
the exploration stage and we refer to these properties as the
"Peru Property."
Exploration
Program
Shortly
after our initial acquisition of the property interests in
Peru, we commenced the initial stages of our exploration and
development program and carried out the following
activities:
The
principle objective of our planned exploration and
development program is to bring a dredge and appropriately
matched floating plant onto the property to assist us in
conducting trial mining tests which requires that we
undertake the following actions:
Bulk
Sampling
From
May 20 through July 5, 2011, the Company spent 23 days
engaged in bulk sampling which the resulted in the following
data:
Gravel
Mined: 135
m3
(apprx. 165 tons)
Raw
Gold
Produced: 122
grams
Raw
Gold
Grade: .90g/
m3
Raw Gold
Value:
$34.74 per m3
No
proven (measured) or probable (indicated) reserves have been
established with respect to the Gorilla project. Any
references to estimated, potential and/or
“inferred” reserves or resources, and any
estimated values of such reserves, contained in the
geological report, or set forth in any other communication
(i) do not represent proven (measured) or probable
(indicated) reserves within the meaning of Item 102 of
Regulation S-K and the Commission’s Securities Act
Industry Guide 7, and (ii) should not be relied upon by any
person in evaluating the Company’s prospects at the
Gorilla project.
|
Note 12 - Subsequent Events | 9 Months Ended |
---|---|
Sep. 30, 2011 | |
Subsequent Events [Text Block] |
Note
12 – Subsequent Events
None.
|
Note 3 - Related Party Transaction | 9 Months Ended |
---|---|
Sep. 30, 2011 | |
Related Party Transactions Disclosure [Text Block] |
Note
3 – Related Party Transaction
On
January 25, 2011, the Company issued 350,000 restricted
shares of our Class B Common Stock to Paul Howarth in
exchange of $7,000 in dividend payments.
On
January 25, 2011, the Company issued 350,000 restricted
shares of our Class B Common Stock to Joseph Mezey in
exchange of $7,000 in dividend payments.
On
March 23, 2011, the Company acquired real estate previously
owned by Paul Howarth and Joseph Mezey for $15,000 in a note
payable. The note payable is due in full in 12
months and carries an interest rate equal to
0.00%
On
March 27, 2011, the Company entered into an agreement to
purchase 5% of Grupo Minero Inca in exchange for 3,000,000
shares of our Class A Common Stock from Paul Howarh and
Joseph Mezey. Which was approved by the
shareholders at the annual shareholder's meeting held on
April 9, 2011.
On
March 27, 2011, the Company issued 1,000,000 restricted
shares of our Class A Common Stock to Paul Howarth for
services rendered. The price per shares was $.006
for $6,000 in services rendered.
On
March 27, 2011, the Company issued 1,000,000 restricted
shares of our Class A Common Stock to Joseph Mezey for
services rendered. The price per shares was $.006
for $6,000 in services rendered.
On
March 31, 2011, the Company issued 1,500,000 free trading
shares of our Class A Common (from the Company’s S-1)
Stock to Paul Howarth pursuant to the acquisition of Grupo
Minero Inca. The price per shares was $.05 for
$75,000. Which was approved by the shareholders at
the annual shareholder's meeting held on April 9,
2011.
On
March 31, 2011, the Company issued 1,500,000 free trading
shares of our Class A Common (from the Company’s S-1)
Stock to J.W. Mezey pursuant to the acquisition of Grupo
Minero Inca. The price per shares was $.05 for
$75,000. Which was approved by the shareholders at
the annual shareholder's meeting held on April 9,
2011.
On
March 31, 2011, the Company has entered into an agreement
with Grupo Minero Inca (“GMI”) to provide the
gold extraction services and the overall management for the
Companies properties. GMI will be responsible for
the day to day operations of the mining sites while Graystone
will be responsible for the acquisition of the mining
properties, the equipment necessary to extract the ore and
building of a camp for the workers. GMI will also
provide exploration services and locate additional mining
properties for Graystone. Pursuant to the
Agreement, Graystone will retain 45% of the gross revenue
from the gold extracted from its
properties. Additionally, GMI has agreed that it
will not claim any mining proprieties in its own name. Paul
Howarth owns 37.5% of GMI and Joseph Mezey owns 37.5% of GMI
as well. Which was approved by the shareholders at
the annual shareholder's meeting held on April 9,
2011.
On
April 12, 2011, the Company issued 2,375,000 shares of our
Class A Common Stock to Joseph Mezey for services
rendered. The price per shares was $.05 for
$118,750 in services rendered.
On
April 12, 2011, the Company issued 2,375,000 shares of our
Class A Common Stock to Paul Howarth for services
rendered. The price per shares was $.05 for
$118,750 in services rendered.
On
August 15, 2011, the Company issued 2,375,000 shares of our
Class A Common Stock to Joseph Mezey for services
rendered. The price per shares was $.05 for
$118,750 in services rendered.
On August 15, 2011, the Company issued 2,375,000 shares of our Class A Common Stock to Paul Howarth for services rendered. The price per shares was $.05 for $118,750 in services rendered.
In
October 2011, the Company completed the acquisition of
GMI. this was accomplished by acquiring the
remaining 37.5% owned by each Mr. Howarth and Mr. Mezey for
$1.00. As a result, the agreement entered into GMI
and the Company on March 31, 2011 has been cancelled.
During
the Nine Months ending September 30, 2011, the
Company received loans from Renard Properties, LLC of $85,639
which funds were used to acquire the Company's mining
property for $44,000 and various other expenses related to
the Company's mining operations.
|
Note 9 - Fixed Assets | 9 Months Ended |
---|---|
Sep. 30, 2011 | |
Property, Plant and Equipment Disclosure [Text Block] |
Note
9 – Fixed Assets
The
Company's Fixed Assets are comprised as follows:
Mining
Property: $44,000
Mining
Equipment: $11,800
Real
Estate Owned: $14,942
|
Note 10 - Long Term Securities | 9 Months Ended |
---|---|
Sep. 30, 2011 | |
Investments and Other Noncurrent Assets [Text Block] |
Note
10 – Long Term Securities
The
Company's Long Term Securities are comprised as
follows:
$25,000
worth of stock in Avarus which the Company received for
services rendered in 2010.
$1,750,000
in stock of Groupo Mineria Inca (GMI) which the Company
acquired a 20% stake through a stock issuance to 3rd party
individuals and 5% of GMI from Mr. Howarth and Mr.
Mezey. The remaining 75% of GMI is owned by Joseph
Mezey and Paul Howarth. This
transaction was approved by the shareholders at
the annual shareholder's meeting held on April 9, 2011.
During the month October 2011, the Company completed
acquiring 100% of GMI from Mr. Howarth and Mr. Mezey for
$1.00.
|
Note 8 - Treasury Stock | 9 Months Ended |
---|---|
Sep. 30, 2011 | |
Treasury Stock [Text Block] |
Note 8
– Treasury Stock
As
of November 3, 2011, the Company has 3,600,000 shares of
Class A Common Stock held as treasury stock. These
shares reflect an issuance of 3,600,000 shares from the
Company's effective S-1 to a 3rd party for services to be
rendered that was subsequently rescinded. The
Company decided to retained the shares to be re-issuable in
lieu of cancelling the shares. |
Note 1 - Nature of Operations | 9 Months Ended |
---|---|
Sep. 30, 2011 | |
Nature of Operations [Text Block] |
Note
1 – Nature of Operations
The
Graystone Company, Inc. (“Graystone”,
“we”, “us”, “our”, the
"Company" or the "Registrant") was originally incorporated in
the State of New York on May 27, 2010 under the name of
Argentum Capital, Inc. Graystone was
reincorporated in Delaware on January 10, 2011 and
subsequently to The Graystone Company, Inc on January 14,
2011. Graystone is domiciled in the state of
Delaware, and its corporate headquarters are located in Las
Vegas, Nevada. The Company selected December 31 as its fiscal
year end.
Going
Concern
The
accompanying financial statements have been prepared on a
basis which assumes that the Company will continue as a going
concern and which contemplates the realization of assets and
satisfaction of liabilities in the normal course of business.
Management feels the limited history of the Company and its
future cash needs to implement its business plan raise
substantial doubt about the Company’s ability to
continue as a going concern. The accompanying
financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
Management's
plans with respect to alleviating the adverse financial
conditions that caused shareholders to express substantial
doubt about the Company’s ability to continue as a
going concern are as follows:
The
Company’s current assets are not deemed to be
sufficient to fund ongoing expenses related to the planned
expansion of operations. In order to implement its entire
business plan, the Company will need to raise additional
capital through equity or debt financings or through loans
from shareholders or others. The ability of the Company to
continue as a going concern is dependent upon its ability to
successfully raise additional capital and eventually attain
profitable operations. There can be no assurance that the
Company will be able to raise additional capital or execute
its business strategy.
|
Note 4 - Other Intangible Assets and Goodwill | 9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Sep. 30, 2011 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Intangible Assets Disclosure [Text Block] |
Note
4 – Other Intangible Assets and Goodwill
Other
intangible assets: Consist of trade secrets and technology
cost pending further validation.
|
Note 5 - Equity | 9 Months Ended |
---|---|
Sep. 30, 2011 | |
Stockholders' Equity Note Disclosure [Text Block] |
Note
5 – Equity
The
Company is authorized to issue 700,000,000 shares of Class A
Common Stock, Class A, with a par value of
$0.001. As of November 3, 2011 there were
186,050,000 shares of Class A Common Stock outstanding and
189,650,000 shares of Class A Common Stock
Issued. The Company has 3,600,000 in Treasury
Stock that we may re-issue. On October 3, 2011,
the Company issued a dividend to its
shareholders. The dividend was paid in Class A
Common Stock which equaled one (1) share issued for each
shares owned.
The
Company is authorized to issue 5,000,000 shares of Class B
Common Stock, Par Value with a par value of
$0.001. The Class B shares do not have the right
to convert into Series A. Additionally , the
Series B votes with the Common A shareholders, unless
prohibited by law, and have voting rights equal to 100 votes
for each share of Class B Common Stock. As of
November 3, 2011, there were 1,400,000 shares of Class B
Common Stock outstanding.
|
Note 6 - Dividends | 9 Months Ended |
---|---|
Sep. 30, 2011 | |
Schedule of Dividends Payable [Table Text Block] |
Note
6 – Dividends
For the
Three Months Ending September 30, 2011
For
the Three Months ending September 30, 2011, the Company
issued dividends of $0
For the
Nine Months Ending September 30, 2011.
For
the Six Months ending June 30, 2011, the Company issued
dividends of $36,275.
|
Note 2 - Significant Accounting Policies | 9 Months Ended | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Sep. 30, 2011 | |||||||||||
Significant Accounting Policies [Text Block] |
Note
2 – Significant Accounting Policies
Basis
of Presentation
The
accompanying condensed consolidated financial statements have
been prepared by in accordance with accounting principles
general accepted in the United States of
America.
Principles
of Consolidation
The
condensed consolidated financial statements of the Company
include majority and wholly-owned subsidiaries under its
control. All of the material intercompany balances and
transactions have been eliminated.
Unaudited
interim financial information
The
accompanying interim condensed consolidated financial
statements and related notes of the Company for the nine
months ended September 30, 2011, are unaudited. The unaudited
interim condensed consolidated financial information has been
prepared with the rules and regulations of the United States
Securities and Exchange Commission (“SEC”) for
interim financial information. Accordingly, they do not
include all of the information and footnote required by GAAP
for complete financial statements. These financial statements
should be read in conjunction with the audited consolidated
financial statements and the accompanying notes for the year
ended December 31, 2010 contained in the final prospectus
filed by the Company with the SEC on March 23, 2011 related
to the Company’s Registration Statement on Form S-1/A
(File No. 333-171893). The unaudited interim condensed
consolidated financial statements have been prepared on the
same basis as the annual consolidated financial statements
and in the opinion of management reflects all adjustments,
consisting of normal recurring adjustments, necessary to
present fairly the results of operations of the Company for
the nine months ended September 30, 2011, the results of cash
flows of the Company for the nine months ended September 31,
2011, and the financial position of the Company as
of September 31, 2011. Interim results are not necessarily
indicative of the results to be expected for an entire year
or any other future year or interim period.
Accounting
Method
The Company's
financial statements are prepared using the accrual method of
accounting. The Company has elected a fiscal year
ending on December 31.
Property
and Equipment
Property
and equipment are stated at cost and are depreciated over
their estimated useful lives, which differ by asset category.
Leasehold improvements are depreciated over the shorter of
the lease term or the estimated useful lives of the
assets:
Expenditures
associated with upgrades and enhancements that improve, add
functionality, or otherwise extend the life of a respective
asset are capitalized, while expenditures that do not, such
as repairs and maintenance, are expensed as incurred. The
residual value of property and equipment is estimated to be
equal to 10% of the original cost, except for no residual
value for leasehold improvements. Upon disposal,
the assets and related accumulated depreciation are removed
from the Company’s accounts, and the resulting gains or
losses are reflected in the statements of operations.
Property
and equipment to be held and used are reviewed for impairment
whenever events or changes in circumstances indicate that the
carrying value of the assets may not be recoverable.
Determination of recoverability is based on the lowest level
of identifiable estimated undiscounted future cash flows
resulting from the use of the asset and its eventual
disposition. Measurement of any impairment loss for
long-lived assets that management expects to hold and use is
based on the excess of the carrying value of the asset over
its fair value. No impairments of such assets were identified
during any of the periods presented.
Use
of estimates
The
preparation of financial statements in conformity with
accounting principles generally accepted in the United States
of America requires management to make estimates and
assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the
reporting period. Actual results could differ from
those estimates.
If
the Company is successful in raising funds and becoming a
business development company, its principal estimates will
involve the determination of the value of its portfolio
companies.
The
net asset value per share of our outstanding shares of Class
A Common Stock will be determined quarterly, as soon as
practicable after, and as of the end of, each calendar
quarter, by dividing the value of total assets minus total
liabilities by the number of shares outstanding at the date
as of which such determination is made.
In
calculating the value of our total assets, we will value
securities that are publicly traded at the closing price on
the valuation date for exchange traded and NASDAQ listed
securities or the average of the bid and asked prices for
other securities. Debt and equity securities that
are not publicly traded will be valued at fair value as
determined in good faith by the valuation committee of our
board of directors based on the recommendation by our
investment adviser and under valuation guidelines adopted by
our board of directors, and then approved by our entire board
of directors. Initially, the fair value of these
securities will be their original cost. Debt securities
valued at cost would be revalued for significant events
affecting the issuer's performance and equity securities
valued at cost would be revalued if significant developments
or other factors affecting the investment provide a basis for
valuing the security at a price other than cost, such as
results of subsequent financing, the availability of market
quotations, the portfolio company's operations and changes in
market conditions.
Debt
securities with remaining maturities of 60 days or less at
the time of purchase will be valued at amortized
cost. Debt securities which are publicly traded
will be valued by using market quotations obtained from
pricing services or dealers. Our valuation
guidelines are subject to periodic review by our board of
directors and may be revised in light of our experience,
regulatory developments or otherwise.
Determination
of fair values involves subjective judgment and estimates not
susceptible to substantiation by auditing
procedures. Accordingly, under current auditing
standards, the notes to our financial statements will refer
to the uncertainty with respect to the possible effect of
such valuations, and any change in such valuations, on our
financial statements.
Cash
equivalents
The
Company considers all highly liquid investments with
maturities of three months or less at the time of purchase to
be cash equivalents.
Goodwill
and Indefinite-Lived Intangible Assets
Goodwill
and other intangible assets are tested for impairment
annually and more frequently if facts and circumstances
indicate goodwill carrying values exceed estimated reporting
unit fair values and if indefinite useful lives are no longer
appropriate for the Company’s trademarks. Based on the
impairment tests performed, there was no impairment of
goodwill or other intangible assets in fiscal 2010.
Definite-lived intangibles are amortized over their estimated
useful lives. For further information on goodwill and other
intangible assets, see Note 4.
Basic
and diluted net loss per share
Basic
loss per share is computed using the weighted average number
of shares of Class A Common Stock outstanding during each
period. Diluted loss per share includes the dilutive effects
of Class A Common Stock equivalents on an “as if
converted” basis. Basic and diluted loss per share is
the same due to the absence of Class A Common Stock
equivalents.
Income
taxes
The
Company accounts for income taxes under the Financial
Accounting Standards Board (FASB) Statement No. 109,
"Accounting for Income Taxes" "Statement
109"). Under Statement 109, deferred tax assets
and liabilities are recognized for the future tax
consequences attributable to differences between the
financial statement carrying amounts of existing assets and
liabilities and their respective tax bases. Deferred tax
assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or
settled. Under Statement 109, the effect on
deferred tax assets and liabilities of a change in tax rates
is recognized in income in the period that includes the
enactment date. There were no current or deferred
income tax expenses or benefits due to the Company not having
any material operations since inception.
Net
profit/loss per common share
Net
profit/loss per common share is computed pursuant to section
260-10-45 of the FASB Accounting Standards
Codification. Basic net loss per share is computed
by dividing net loss by the weighted average number of shares
of Class A Common Stock outstanding during the
period. Diluted net loss per share is computed by
dividing net loss by the weighted average number of shares of
Class A Common Stock and potentially outstanding shares of
Class A Common Stock during each period. As of
September 30, 2011, there were options that have vested equal
to 1,100,000 shares of Class A Common Stock.
Recently
issued accounting standards
Management
does not believe that any recently issued, but not yet
effective accounting pronouncements, if adopted, would have a
material effect on the accompanying financial
statements.
Recently
Issued Accounting Pronouncements - In January
2010, the FASB issued ASC Update No. 2010-06 “Fair
Value Measurements and Disclosures (Topic 820): Improving
Disclosures about Fair Value Measurements” which
updated guidance to amend the disclosure requirements related
to recurring and nonrecurring fair value measurements. This
update requires new disclosures on significant transfers of
assets and liabilities between Level 1 and Level 2
of the fair value hierarchy (including the reasons for these
transfers) and the reasons for any transfers in or out of
Level 3. This update also requires a reconciliation of
recurring Level 3 measurements about purchases, sales,
issuances and settlements on a gross basis. In addition to
these new disclosure requirements, this update clarifies
certain existing disclosure requirements. For example, this
update clarifies that reporting entities are required to
provide fair value measurement disclosures for each class of
assets and liabilities rather than each major category of
assets and liabilities. This update also clarifies the
requirement for entities to disclose information about both
the valuation techniques and inputs used in estimating
Level 2 and Level 3 fair value measurements. This
update will become effective for the Company with the interim
and annual reporting period beginning January 1, 2010,
except for the requirement to provide the Level 3
activity of purchases, sales, issuances, and settlements on a
gross basis, which will become effective for the Company with
the interim and annual reporting period beginning
January 1, 2011. The Company will not be required to
provide the amended disclosures for any previous periods
presented for comparative purposes. Other than requiring
additional disclosures, adoption of this update will not have
a material effect on the Company's financial
statements.
There
are several other new accounting pronouncements issued or
proposed by the FASB. Each of these pronouncements, as
applicable, has been or will be adopted by the Company.
Management does not believe any of these accounting
pronouncements has had or will have a material impact on the
Company’s financial position or operating
results.
|
Note 11 - Long Term Liabilities | 9 Months Ended |
---|---|
Sep. 30, 2011 | |
Accounts Payable, Accrued Liabilities, and Other Liabilities Disclosure, Noncurrent [Text Block] |
Note
11 – Long Term Liabilities
Various
liabilities with 0% interest
rates $247,330
Less:
Current Portion
:
$ 9,653
Total
Long Term
Debt
$256,983 |